Paine Schwartz Food Chain Fund VI a fund managed by Paine Schwartz Partners, LLC, Driscoll's, Inc. and British Columbia Investment Management Corporation made unsolicited, confidential, non-binding indicative proposal to acquire remaining 85.16% stake in Costa Group Holdings Limited (ASX:CGC) for AUD 1.4 billion on May 31, 2023. The offer price is AUD 3.50 cash per share. The proposal is subject to a number of conditions including satisfactory completion of due diligence, execution of a binding scheme implementation agreement and approval of the PSP Investment Committee. PSP has received approval from Australia's Foreign Investment Review Board, but that approval may need to be renewed after co-investors are finalized. As of August 14, 2023, the due diligence is on going. Subject to satisfaction of the conditions, implementation of the Scheme is expected to occur in the first quarter of 2024. As on September 22, 2023, Costa Group Holdings today announces that it has entered into a Scheme Implementation Agreement with a consortium led by Paine Schwartz Partners, LLC for the acquisition of all of the issued shares in Costa. Subject to satisfaction of the conditions, implementation of the Scheme is expected to occur in the first quarter of 2024. Costa?s Board of Directors unanimously considers the Scheme to be in the best interests of Costa Shareholders and recommends that Costa shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to an independent expert concluding that the Scheme is in the best interests of Costa shareholders. A fee of AUD 14.9 million is payable by Costa to Bidco if the Scheme. Each Costa Director intends to vote all of the Costa shares that he or she holds or controls in favour of the Scheme, subject to those same qualifications. The transaction is implementation of the independent expert issuing an independent expert?s report, approval of the Foreign Investment Review Board for the Consortium acquiring all of the shares in Costa, noting PSP have already received approval to acquire up to 100% of the shares in Costa, approval from the Chinese State Administration for Market Regulation, the Moroccan Competition Council, and the European Commission, approval of Costa shareholders by the requisite majorities and the Federal Court of Australia, no Material Adverse Effect to Costa including a reduction in consolidated net assets or consolidated annual EBITDA-S beyond specified thresholds, no Costa Prescribed Events and certain other customary conditions. As on December 22, 2023, The European Commission has approved the acquisition. As on January 30, 2024, the requisite majorities of Costa Shareholders have voted in favour of the proposed acquisition by Paine Schwartz Partners, LLC, Driscoll?s, Inc and British Columbia Investment Management Corporation. The Scheme remains subject to the approval of the Court at the hearing scheduled on February 7, 2024 ("Second Court Hearing"), and certain other customary conditions. As on February 7, 2024 Transaction has been approved by Federal Court of Australia. Transaction is expected to be complete on February 26, 2024.

UBS Securities Australia has been appointed as financial adviser and King & Wood Mallesons as legal adviser of Costa Group. J.P. Morgan acted as exclusive financial advisor to Driscoll's, Inc as a member of the consortium acquiring Costa Group Holdings. Philippa Stone, Ryan Leslie and Melita Cottrell of Herbert Smith Freehills acted as legal advisor to Costa Group Holdings Limited (ASX:CGC). BCLP, with assistance from Piper Alderman, are acting for Driscoll?s. Allens (affiliated with Linklaters LLP) and Kirkland & Ellis are acting for PSP. Herbert Smith Freehills are acting for British Columbia Investment Management Corporation. Link Market Services Limited as Costa?s share registry, Costa appointed Kroll as the Independent Expert to assess the merits of the Scheme and KPMG as Accountant to Costa.

Paine Schwartz Food Chain Fund VI a fund managed by Paine Schwartz Partners, LLC, Driscoll's, Inc. and British Columbia Investment Management Corporation completed the acquisition of remaining 85.16% stake in Costa Group Holdings Limited (ASX:CGC) on February 26, 2024. As previously announced, trading in Costa Shares on the ASX was suspended from close of trading on February 8, 2024. Costa also intends to apply for its removal from the official list of ASX with effect from close of trading tomorrow, February 27, 2024.